Glencore International plc announces "best and final" offer of C$12.50 to holders of Viterra's C$200 million 6.406% Senior Unsecured Notes due 2021

/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA/

BAAR, Switzerland, July 26, 2012 /CNW/ - Glencore International plc ("Glencore") announced today that it will increase the proxy payment (the "Proxy Payment") with respect to its previously announced proxy solicitation (the "Proxy Solicitation") with respect to Viterra Inc.'s ("Viterra") 6.406% Senior Unsecured Notes due February 16, 2021 (CUSIP 92849TAL2/92849TAM0) (the "2021 Notes"). The Proxy Payment is increased to C$12.50 from C$5.00 per C$1,000 principal amount of 2021 Notes in respect of proxy forms that are validly delivered (and not subsequently revoked) appointing Glencore nominees designated in the proxy form as proxyholders and containing instructions to vote in favour of the 2021 Noteholder Resolution. Glencore also announces that this increase represents its "best and final" offer and that it will not further increase the Proxy Payment. Glencore further advises that, as described below, holders of 2021 Notes should not expect that any "make-whole" premium will be paid.

Holders of 2021 Notes are referred to Glencore's consent and proxy solicitation statement dated July 9, 2012 ("Consent Solicitation Statement") for the detailed terms and conditions of the Proxy Solicitation.  The terms and conditions of the Proxy Solicitation as set out in the Consent Solicitation Statement remain unchanged except for the increase in Proxy Payment.  Capitalized terms used but not otherwise defined in this announcement have the respective meanings ascribed to them in the Consent Solicitation Statement.

Subject to the satisfaction or waiver of the conditions relating to the proposed amendments to the 2021 Notes, holders of 2021 Notes who have previously delivered valid proxies appointing the Glencore nominees designated in the proxy form as proxyholders and containing instructions to vote in favour of the 2021 Noteholder Resolution need not take any further action to receive the increased Proxy Payment.

Glencore advises that, even if the proposed amendments are not approved, Glencore will not request or cause Viterra to redeem the 2021 Notes, and consequently no "make-whole" premium will be paid or payable to holders of 2021 Notes and Glencore (a) would proceed with the acquisition of Viterra in accordance with the terms of the Arrangement Agreement; and (b) intends to consummate the sale of the Agrium Assets to Agrium and the Richardson Assets to Richardson which transactions are permitted under the Indentures and do not require the consent or approval of noteholders. Further, if the proposed amendments are not implemented, Glencore will not pay any Consent Fees or Proxy Payment and the guarantees described in the Consent Solicitation will not be implemented.

The adjourned 2021 Noteholders Meeting is scheduled to take place at 10:00 a.m. (Toronto time) on July 30, 2012 at Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4.

The proxy cut-off for delivering proxies with respect to the 2021 Noteholders Meeting has been extended to prior to the start of the adjourned meeting which cut-off time is therefore expected to be 10:00 a.m. (Toronto time) on July 30, 2012.

If Noteholders have any questions or require more information they are encouraged to contact Kingsdale Shareholder Services or TD Securities as set forth below.

About Glencore International plc

Glencore is one of the world's leading integrated producers and marketers of commodities, headquartered in Baar, Switzerland, and listed on the London and Hong Kong Stock Exchanges. Glencore has worldwide activities in the production, sourcing, processing, refining, transporting, storage, financing and supply of Metals and Minerals, Energy Products and Agricultural Products.

About Viterra Inc.

Viterra provides premium quality ingredients to leading global food manufacturers.  Headquartered in Canada, the global agri-business has operations across Canada, the United States, Australia, New Zealand and China, as well as a growing international presence that extends to offices in Japan, Singapore, Vietnam, Switzerland, Italy, Ukraine, Germany, Spain and India. Driven by an entrepreneurial spirit, Viterra operates three distinct business segments: Grain Handling and Marketing, Agri-Products and Processing. Viterra's expertise, close relationships with producers and superior logistical assets allow Viterra to consistently meet the needs of the most discerning end-use customers, helping to fulfill nutritional needs of people around the world.  Viterra shares are traded on the Toronto Stock Exchange and Viterra CHESS Depository Interests (CDIs) representing beneficial interests in Viterra shares trade on the Australian Securities Exchange.

IMPORTANT NOTICE

THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SOLICITATION OF CONSENTS WITH RESPECT TO THE NOTES OR AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO AND SHOULD NOT BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE.  THE CONSENT SOLICITATIONS ARE BEING MADE SOLELY PURSUANT TO THE CONSENT SOLICITATION STATEMENT AND THE RELATED CONSENT FORMS, WHICH SET FORTH THE COMPLETE TERMS OF THE CONSENT SOLICITATIONS.

THE CONSENT SOLICITATIONS ARE BEING MADE ONLY TO ELIGIBLE HOLDERS.  THE CONSENT SOLICITATIONS ARE NOT BEING MADE TO HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE CONSENT SOLICITATIONS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.  NONE OF GLENCORE, GIAG, VITERRA, THE TRUSTEES, THE INFORMATION AND TABULATION AGENTS OR THE SOLICITATION AGENTS MAKE ANY RECOMMENDATION AS TO WHETHER OR NOT ELIGIBLE HOLDERS SHOULD DELIVER CONSENTS.  THE PARENT GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT TO QIBs IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT (OR APPLICABLE STATE SECURITIES LAWS) OR TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.  NOTHING IN THIS ANNOUNCEMENT IS OR SHOULD BE CONSTRUED AS A STATEMENT OR REPRESENTATION THAT CONSENT IS REQUIRED FROM THE NOTEHOLDERS FOR ANY OF THE ACTIONS DESCRIBED HEREIN.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

THIS ANNOUNCEMENT MAY INCLUDE "FORWARD-LOOKING STATEMENTS", AS DEFINED IN THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR "FORWARD-LOOKING INFORMATION" AS DEFINED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, ABOUT GLENCORE AND GLENCORE'S INTENTIONS REGARDING ANY POTENTIAL INTEGRATION AND REORGANIZATION OF VITERRA.  SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER FROM THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. SUCH STATEMENTS MAY BE (BUT ARE NOT NECESSARILY) IDENTIFIED BY THE USE OF PHRASES SUCH AS "MAY", "SHOULD", "WILL", "COULD", "EXPECT", "INTEND", "PLAN", "ESTIMATE", "ANTICIPATE", "BELIEVE", "FUTURE", "PROPOSED" OR "CONTINUE" OR THE NEGATIVE THEREOF OR SIMILAR VARIATIONS.  READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH REFLECT THE ANALYSIS OF THE MANAGEMENT OF GLENCORE ONLY AS OF THE DATE OF THIS ANNOUNCEMENT. GLENCORE IS UNDER NO OBLIGATION, AND EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION, TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

SOURCE Glencore International plc